SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ChargePoint Holdings, Inc. [ CHPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/12/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/12/2023 | J(1) | 1,617,369 | D | $0.00 | 9,109,270 | I | See footnotes(2)(15) | ||
| Common Stock | 04/12/2023 | J(3) | 464,429 | D | $0.00 | 2,641,510 | I | See footnotes(4)(15) | ||
| Common Stock | 04/12/2023 | J(5) | 529,695 | D | $0.00 | 2,964,948 | I | See footnotes(6)(15) | ||
| Common Stock | 04/12/2023 | J(7) | 366,603 | D | $0.00 | 2,052,052 | I | See footnotes(8)(15) | ||
| Common Stock | 04/12/2023 | J(9) | 387,858 | D | $0.00 | 2,174,191 | I | See footnotes(10)(15) | ||
| Common Stock | 04/12/2023 | J(11) | 618,715 | D | $0.00 | 3,463,235 | I | See footnotes(12)(14) | ||
| Common Stock | 04/12/2023 | J(13) | 94,407 | D | $0.00 | 0 | I | See footnotes(14)(15) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On April 12, 2023, 1,617,369 shares of Common Stock held by Linse Capital CP, LLC ("Linse I") were distributed to the members and managers of Linse I. Of such distributed shares, 1,442,103 shares of Common Stock were received by Linse Capital LLC. |
| 2. Consists of securities held directly by Linse I. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse I. Mr. Linse has voting and investment power over the shares held by Linse I. |
| 3. On April 12, 2023, 464,429 shares of Common Stock held by Linse Capital CP II, LLC ("Linse II") were distributed to the members and managers of Linse II. Of such distributed shares, 185,060 shares of Common Stock were received by Linse Capital LLC. |
| 4. Consists of securities held directly by Linse II. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse II. Mr. Linse has voting and investment power over the shares held by Linse II. |
| 5. On April 12, 2023, 529,695 shares of Common Stock held by Linse Capital CP III, LLC ("Linse III") were distributed to the members and managers of Linse III. Of such distributed shares, 80,771 shares of Common Stock were received by Linse Capital LLC. |
| 6. Consists of securities held directly by Linse III. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse III. Mr. Linse has voting and investment power over the shares held by Linse III. |
| 7. On April 12, 2023, 366,603 shares of Common Stock held by Linse Capital CP IV, LLC ("Linse IV") were distributed to the members and managers of Linse IV. Of such distributed shares, 52,655 shares of Common Stock were received by Linse Capital LLC. |
| 8. Consists of securities held directly by Linse IV. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse IV. Mr. Linse has voting and investment power over the shares held by Linse IV. |
| 9. On April 12, 2023, 387,858 shares of Common Stock held by Linse Capital CP V, LLC ("Linse V") were distributed to the members and managers of Linse V. Of such distributed shares, 12,588 shares of Common Stock were received by Linse Capital LLC and 4,831 shares of Common Stock were received by Levitate Capital, LP ("Levitate Capital"). Mr. Linse has voting and investment power over the shares held by Levitate Capital. |
| 10. Consists of securities held directly by Linse V. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse V. Mr. Linse has voting and investment power over the shares held by Linse V. |
| 11. On April 12, 2023, 618,715 shares of Common Stock held by Linse Capital CP VI, LLC ("Linse VI") were distributed to the members and managers of Linse VI. Of such distributed shares, 94,407 shares of Common Stock were received by Linse Capital CP VI GP LP ("Linse GP VI"). |
| 12. Consists of securities held directly by Linse VI. Linse GP VI is the manager of Linse VI, and Linse Capital Management PR LLC ("LCMPR") is the general partner of Linse GP VI. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. Mr. Linse has voting and investment power over the shares held by Linse VI. |
| 13. On April 12, 2023, 94,407 shares of Common Stock held by Linse GP VI were distributed to the limited partners and general partners of Linse GP VI. Of such distributed shares, 49,536 shares of Common Stock were received by Linse Capital LLC. As a result of such distribution by Linse GP VI, and those distributions made by Linse I, Linse II, Linse III, Linse IV, Linse V and Linse VI, 1,822,713 shares of Common Stock were received by Linse Capital LLC and 4,831 shares of Common Stock were received by Levitate Capital. |
| 14. Consists of securities held by Linse GP VI. LCMPR is the general partner of Linse GP VI. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. Mr. Linse has voting and investment power over the shares held by Linse GP VI. As a result of such distribution, Linse Capital LLC is now the record owner of 22,405,206 shares of Common Stock. |
| 15. Each of the Reporting Persons disclaims beneficial ownership of the securities in this report except to the extent of any pecuniary interest therein, and the filing of this report or the inclusion of the securities in this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| /s/ Michael Linse | 04/13/2023 | |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC | 04/13/2023 | |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP, LLC | 04/13/2023 | |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP II, LLC | 04/13/2023 | |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP III, LLC | 04/13/2023 | |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP IV, LLC | 04/13/2023 | |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP V, LLC | 04/13/2023 | |
| /s/Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital Management PR LLC, in its capacity as the General Partner of Linse Capital CP VI GP LP, in its capacity as the Manager of Linse Capital CP VI LLC | 04/13/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||